WarmUp Terms of Use

This document sets forth the terms and conditions (“Terms of Use”) under which you may Use the WarmUp Application or any websites owned or operated by WarmUp (the “System”) or the associated Services (as defined below). In these Terms of Use, WarmUp Inc. may be referenced as “WarmUp”, “we,” “us,” or “our”.

Acceptance of Privacy Policy and Terms of Use

For purposes of these Terms of Use, you accept the Terms of Use by any accessing, browsing, use, or downloading of, or registration for (collectively “Use”), any content, material, or services contained on or offered through the System (collectively, the “Services”). For the purposes of these Terms of Use, the terms “you” and “your” refer to the legal person or entity using the System or Services for any purpose, including, without limitation, you and/or the business, company, or entity which you represent, together with your employees, agents, representatives, or authorized third parties. You acknowledge that you have read, understood, and agree to be bound by these Terms of Use in full. Please review these Terms of Use and the attached Privacy Policy carefully before using the Service. You must agree to these Terms of Use in order to Use the System or any of the associated Services. If you do not agree to these Terms of Use, you may not Use the System or the Services. For purposes of these Terms of Use and the Privacy Policy, “User” shall mean any individual or entity that Uses the System or Services in any manner and for any purpose.

Password Accounts, Passwords, and Security

In order to access the System, you must create an account with WarmUp and complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form, including choosing a password and user name. You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the System registration mechanism (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, non-current or incomplete, or WarmUp has reasonable grounds to suspect that such information is untrue, inaccurate, non-current or incomplete, WarmUp has the right to suspend or terminate your account and refuse any and all current or future use of the System. You are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account. You agree to (a) immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware, and (b) exit completely from your account at the end of each online session. We will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by us or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder. You understand that you may voluntarily terminate your use of and delete your account from the System by sending a request to admin@sendwarmup.com.

In consideration of your access to and use of the System, you represent that you are of legal age to form a binding contract and are not a person barred from accessing or using the System under the laws of the United States or other applicable jurisdiction. Only individuals who are of legal age to form a binding contract under applicable law (i.e., eighteen (18) years of age or older in most jurisdictions) are permitted to create an account or register to use the System.

License Grant

WarmUp grants you a personal, non-transferable, and non-exclusive right and license to use the Services via the System solely for your internal use, and subject to the condition that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in or access to the System or access to any products, information, or other content available therein.

You agree not to use or launch any automated system (including “robots,” “spiders,” or “offline readers”) that access the System in a manner that sends more messages, requests, information, or content in a given period of time than can be reasonably performed by a human being. You further agree not to modify the System or any part thereof, in any form or manner, nor to use any modified versions of the System or other WarmUp products, software, or other content in order to gain unauthorized access to the System, or for any reason whatsoever, without the express written consent of WarmUp. You may not attempt to gain any unauthorized access to the System or any of its associated content, including computer systems, software, or networks.

No commercial use or redistribution of any content, software, or other WarmUp products is permitted, unless expressly specified in a prior agreement between you and WarmUp.

WarmUp reserves the right, in its sole discretion, to terminate your access to the System and the related Services or any portion thereof at any time, without notice.

No Unlawful or Prohibited Use

As a condition of your Use of the System or Services, you agree that you will not Use the System or Services for any purpose that is unlawful or prohibited by these Terms of Use. You also agree to reimburse us for any damage, loss, cost or expense we incur, including any legal fees, because of your Use of the System or the Services for an unlawful or prohibited purpose.

You may not use the Services in any manner which could damage, disable, overburden, or impair the System or interfere with any other party’s use and enjoyment of the System or Services. Furthermore, you may not probe, scan, test the vulnerability of, or breach any security or authentication measures of the System. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the System. Also, you may not register or attempt to register, any party for use or access to the Services, unless expressly authorized by such party to do so.

The System may contain profiles, contact information and/or other message or communication facilities designed to enable you to communicate with a selected group or individual (collectively, “Communication Services”), you agree to use the Communication Services only to send messages and material that are proper and related to the particular Communication Service. WarmUp reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. For clarity, the “Communication Services” are included as part of the “Services.”

WarmUp reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit or remove any information or materials, in whole or in part, in WarmUp’s sole discretion.

Copyright and Proprietary Rights

Subject to the provisions of these Terms of Use relating to the ownership of personalized data, the System is the property of WarmUp is protected by United States and International copyright laws. All copyright, trademark, patent, and other proprietary rights on System and in the software, text, graphics, design elements, audio, music, and all other materials contributed or used by WarmUp in creation of the System or provision of the Services (“System Content”) are reserved to WarmUp and any other owners who have granted WarmUp the right and license to use such System Content. You may not reproduce, upload, post, transmit, download, or distribute any part of the System Content or information accessed at other sites through links made at the System (“Other Sites”).

You may not modify the System, Other Sites, or any material residing on such sites, except as specifically instructed or allowed in such sites. You shall observe copyright and other restrictions imposed by Other Sites. You may not Use the System or Other Sites in any manner that infringes on the rights of any person or entity.

Digital Millennium Copyright Act Compliance

If you have copyright concerns about the materials posted by others, please let us know. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512). If you have any complaints or objections to material posted on the System, please contact us at admin@WarmUp.com.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PUBLISHED ON THE SYSTEM MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION ON THE SYSTEM. WARMUP, OUR PARTNERS, AFFILIATES, AND/OR OUR SUPPLIERS AND LICENSORS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SYSTEM AT ANY TIME.

WARMUP, OUR PARTNERS, OUR AFFILIATES, AND/OR OUR RESPECTIVE SUPPLIERS AND LICENSORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON OR OBTAINED THROUGH THE SYSTEM FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WARMUP, OUR PARTNERS, OUR AFFILIATES, AND/OR OUR RESPECTIVE SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. WARMUP AND OUR PARTNERS MAKE EVERY EFFORT TO PROTECT YOUR SECURITY, BUT, BECAUSE THE INTERNET IS AN INSECURE MEDIUM, NEITHER WARMUP, NOR OUR PARTNERS, AFFILIATES, OR SUPPLIERS MAKE ANY REPRESENTATION OR WARRANTY THAT ANY TRANSACTION CONDUCTED THROUGH THE SYSTEM WILL NECESSARILY BE SECURE.

IN NO EVENT SHALL WARMUP, OUR PARTNERS, OUR AFFILIATES, AND/OR OUR RESPECTIVE SUPPLIERS AND LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SYSTEM OR WITH THE DELAY OR INABILITY TO USE THE SYSTEM, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES OBTAINED THROUGH THE SYSTEM, OR OTHERWISE ARISING OUT OF THE USE OF THE SYSTEM, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ANY OF WARMUP, OUR PARTNERS, OUR AFFILIATES, AND/OR OUR RESPECTIVE SUPPLIERS AND LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF OUR PARTNERS, OUR AFFILIATES, AND OUR RESPECTIVE SUPPLIERS AND LICENSORS FOR ANY DAMAGES ARISING OUT OF OR RELATED TO ANY DEFAULT HEREUNDER, REGARDLESS OF THE FORM OF THE ACTION, EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU FOR USE OF THE SYSTEM DURING ANY TWELVE (12) MONTH PERIOD. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

General

Choice of Law; Venue: These Terms of Use, as well as the Privacy Policy referenced herein, shall be governed by, and construed and enforced in accordance with, the laws of the State of Indiana, USA without regard to its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. You hereby consent to this choice of law, and to the exclusive jurisdiction and venue of the state and federal courts located in Marion County, Indiana, USA for all disputes arising out of or relating to these Terms of Use and/or to the Use of the System or Services. Use of the System is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

No Joint Venture: You agree that no joint venture, partnership, employment, or agency relationship exists between you and WarmUp, our Partners, or any of our affiliates or suppliers as a result of these Terms of Use or Use of the System.

Subject to Law: Our performance of these Terms of Use, or the Privacy Policy referenced herein, is subject to existing laws and legal process, and nothing contained in these Terms of Use is in derogation of our right to comply with law enforcement requests or requirements relating to your Use of the System or information provided to or gathered by us with respect to such Use.

Severability: If any part of these Terms of Use, or the Privacy Policy referenced herein, is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use, or the referenced Privacy Policy, shall continue in effect.

Waiver: Any waiver (express or implied) by either party of any breach of these Terms of Use, or the Privacy Policy referenced herein, shall not constitute a waiver of any other or subsequent breach.

Entire Agreement: These Terms of Use, and the Privacy Policy referenced herein, constitute the entire agreement between you and us with respect to the System and the Services and it supersedes any and all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you, WarmUp, and/or our Partners with respect to the System, including prior versions of these Terms of Use and the associated Privacy Policy. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Modification Right: We reserve the right, at any time, to modify, alter, or update these Terms of Use or the Privacy Policy referenced herein. If we do so, we will post such modifications, alterations, or updates on the System, and your continued Use of the System will constitute acceptance of such modifications, alterations, or updates.

Reservation of Rights: Any rights not expressly granted herein are reserved.

No Editorial Control of Third Party Content; No Statement as to Accuracy:– To the extent that any of the content included in the System is provided by third party content providers or User, we have no editorial control or responsibility over such content. Therefore, any opinions, statements, products, services or other information expressed or made available by third party suppliers or User on the System are those of such third party suppliers or Users. We do not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that your Use of such content or referenced content or service providers will not infringe rights of third parties not owned by or affiliated with us.

Links and Other Access to Third Party Sites: The System may contain hyperlinks or other access to other sites owned and operated by parties other than us. Such hyperlinks and other access are provided only for ready reference and ease of use. We do not control such websites and cannot be held responsible for their content or accuracy or your use of such sites and do not endorse these sites unless we specifically so state. In the event the System provides hyperlinks or other access to other websites that are not owned, operated or maintained by us, you acknowledge and agree that we are not responsible for and are not liable for the content, products, services or other materials on or available from such websites or for your use of the System in connection with such websites. We accept no liability for any information, products, advertisements, content, services or software accessible through these third party websites or for any action you may take as a result of linking to any such website or your use of the System on or in connection with such website. Any such websites are likely to set forth specific terms of use and privacy policies that you should review and to which your use of such websites remain subject. We are under no obligation to maintain any link or other access on the System and may remove a link at any time in our sole discretion for any reason whatsoever. We shall not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of the System on or in connection with any third party website or the use of or reliance on any such content, products, services or other materials available on or through any such website. We are not responsible for the privacy practices of any other websites.

Disclaimer: Content and other information contained on the System has been prepared as a convenience to its users and is not intended to constitute advice or recommendations upon which a user may rely. We have used reasonable efforts in collecting, preparing and providing quality information and material, but make no warranty or guarantee about the accuracy, completeness, or adequacy of the content or other information contained in or linked to the System or any other website maintained by us. Users relying on content or other information from the System do so at their own risk.

The information and descriptions contained herein are not intended to be complete descriptions of the terms, exclusions and conditions applicable to the products and services described herein, but are provided solely for general informational purposes; please refer to the actual lease or the relevant product or services agreement for complete terms and conditions. Should you lease a property from us or purchase a product or service from a third party, the terms and conditions applicable to that transaction will govern such rental or purchase, as applicable, and your Use of the System does not affect that purchase in any manner.

Notices: Any notices to you from us regarding the System or these Terms of Use will be posted on the System, provided via Communication Services, or made by email.

Electronic Communications:When you visit the System or send emails or other messages via the System to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the System. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically, including those provided via the System, satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms of Use.

Partners: For purposes of these Terms of Use, and the Privacy Policy referenced herein, “Partner” shall mean any person or company with whom WarmUp has entered into a legal arrangement for joint provision of or shared responsibility for the System or the Services.

Remedies: You agree that any violation, or threatened violation, by you of these Terms of Use, or the referenced Privacy Policy, constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

Contact WarmUp about our Terms of Use and Privacy Policy

If you have any questions or concerns about these Terms of Use or other WarmUp policies relating to Use of the System, please contact us at admin@sendwarmup.com.